8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported):  November 16, 2004

SELECTIVE INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey	0-8641		22-2168890
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
40 Wantage Avenue, Branchville , New Jersey		07890
(Address of principal executive offices)		(Zip Code)
(973) 948-3000
(Registrant's telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 16, 2004, Selective Insurance Group, Inc. issued a press release, announcing it has completed its previously announced offering of $50million aggregate principal amount of its 7.25% senior notes due 2034.  The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits.

99.1         Press Release dated November 16, 2004

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Selective Insurance Group, Inc.
Date:  November 16, 2004	By:	/s/ Michele N. Schumacher
		Name:   Michele N. Schumacher
		Title:     Vice President, Corporate Secretary & Corporate Governance Officer

EX-99

[SELECTIVE LOGO]

Selective Insurance
40 Wantage Avenue
Branchville, New Jersey 07890
www.selective.com

For release on Nov. 16, 2004 at 4:15 p.m. (EST)

Media Contact: Sharon Cooper

973-948-1324, sharon.cooper@selective.com

Investor Contact: Dale Thatcher

973-948-1774, dale.thatcher@selective.com

Selective Insurance Group Completes Sale

of $50 Million of Senior Notes

Branchville, NJ - Nov. 16, 2004 - Selective Insurance Group, Inc. (NASDAQ:SIGI) today announced it has completed its previously announced offering of $50 million aggregate principal amount of its 7.25% senior notes due 2034. Selective intends to use the net proceeds for general corporate purposes, including capital contributions to its insurance subsidiaries, repayment of some existing outstanding debt, and share repurchases.

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful.

Selective Insurance Group, Inc., headquartered in Branchville, New Jersey, is a holding company for six property and casualty insurance companies that offer primary and alternative market insurance for commercial and personal risks. The insurance companies are rated "A+" (Superior) by A.M. Best. Through other subsidiaries, the company offers medical claim management services; human resources administration services; risk management products and services; and flood insurance policy, administration and claim services.

This press release contains certain statements that are not historical facts and are considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by use of words such as "may, will, could, would, should, expect, plan, anticipate, target, project, intend, believe, estimate, predict, potential, pro forma, seek, likely, or continue," or other comparable terminology. These statements relate to our intentions, beliefs, projections, estimations or forecasts of future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from those expressed or implied by the forward-looking statements.  These statements are only predictions and we can give no assurance that such expectations will prove to be correct. These risks and uncertainties include, but are not limited to:

• The frequency and severity of catastrophic events, including hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism;
• Adverse economic, market or regulatory conditions;
• The concentration of our business in a number of east coast and Midwestern states;
• The adequacy of our loss reserves;
• The cost and availability of reinsurance;
• Our ability to collect on reinsurance and the solvency of our reinsurers; 
• Uncertainties related to insurance premium rate increases and business retention;
• Changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states, particularly changes in New Jersey automobile insurance laws and regulations;
• Our ability to maintain favorable ratings from A.M. Best, Standard & Poor's, Moody's and Fitch;
• Fluctuations in interest rates and the performance of the financial markets;
• Our entry into new markets and businesses; and
• Other risks and uncertainties we identify in filings with the Securities and Exchange Commission, including, but not limited to the Annual Report on Form 10-K; although we do not promise to update such forward-looking statements to reflect actual results or changes in assumptions or other factors that could affect these statements.

Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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